Securities and capital markets

Expanded liability under the continuous disclosure regime
The Securities Legislation Bill passed in late 2006 introduces a raft of changes to the securities regime including a wider ambit for imposing liability under the civil and criminal penalty provisions. In this article, senior associate Anna Buchly highlights how these new provisions affect the continuous disclosure regime and, using some recent cases as examples, provides some guidelines for ensuring that public issuers and their officers are not inadvertently subject to increased liability for non-disclosure when the new provisions come into force.

Raising capital: how well do you know your investors?
It's easy to assume that investments made in exchange for shares in a company by a few acquaintances and friends of the issuer are not subject to the Securities Act requirements for offers to the public. But an offer of securities does not have to be "to the world at large" in order to fall within the scope of the Act. In this article, solicitor Julian Benefield discusses a recent case which provides a useful illustration of the type of smaller offers caught by the Act and a reminder of the consequences for those who get it wrong.

Insider trading: how effective is a Chinese wall defence?
A recent Australian case involving the ASIC's action against the Australian arm of Citigroup Inc., provides some insight into how New Zealand courts may assess the effectiveness of a Chinese Wall defence to an allegation of insider trading. It also confirms how important it is for investment banks, acting as advisers, to explicitly exclude fiduciary duties in their terms of engagement and ensure that appropriate systems are in place to manage conflicts of interest between their dealing and advisory functions.

New rules for financial sector
In June, the Ministers of Finance and Commerce announced new rules that will have a significant impact on the operations of finance companies and financial advisers in New Zealand.

Securities Commission enforcements
The Securities Commission has become involved in two recent breaches of the Securities Act. The first breach was by two companies developing properties with common facilities for residents. The second breach was by a company that issued a prospectus omitting material information.

Report on cycle four of review of financial reports
The Securities Commission has completed the fourth cycle of its financial reporting surveillance programme.

Enquiries and information

For more information on any of the cases, articles and features in Commercial Quarterly, please email Diane Graham or call her on 64 9 916 8849.